SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM 8-K
_____________________


CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NO.: 0-50469


Date of Report: March 10, 2015


GREENSHIFT CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
59-3764931
 (State of other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
   
5950 Shiloh Road East Suite N, Alpharetta, GA
30005
(Address of principal executive offices)
(Zip Code)
 
 (770) 886-2734
(Registrant’s telephone number including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
□  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
□  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
□  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
□  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 ITEM 3.02         UNREGISTERED SALE OF EQUITY SECURITIES

Between December 22, 2014 and March 9, 2015 GreenShift Corporation has issued 596,357,050 shares of common stock upon the conversion of debt.  There are now 1,733,158,210 shares of common stock outstanding.  The new shares were issued in separate transactions with investors,  each of which exercised its right to convert  derivative  securities  issued by the Company in prior periods.  The issuances were exempt from registration under Section 5 of the Securities Act by reason of Section 4(2) of said Act, as the investors were sophisticated, were given access to information about the Company, and had taken the securities for investment. There were no underwriters.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: March 10, 2015
 GREENSHIFT CORPORATION
   
  By:   /s/ Kevin Kreisler
 
Kevin Kreisler
 
Chief Executive Officer
 
 
 
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